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(805
ILCS 5/Art. 11 heading)
ARTICLE 11. MERGER AND CONSOLIDATION -
DISSENTERS' RIGHTS
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(805
ILCS 5/11.05) (from Ch. 32, par. 11.05)
Sec.
11.05. Procedure for merger or consolidation. Any 2 or more corporations
may merge into one of such corporations or consolidate into a
new corporation in the following manner:
The
board of directors of each corporation shall, by resolution adopted
by a majority vote of the members of each such board, approve
a plan of merger or consolidation setting forth:
(a)
The names of the corporations proposing to merge or consolidate,
and the name of the corporation into which they propose to merge,
which is hereinafter designated as the surviving corporation
or to consolidate, which is hereinafter designated as the new
corporation.
(b)
The terms and conditions of the proposed merger or consolidation
and the mode of carrying the same into effect.
(c)
The manner and basis of converting the shares of each merging
or consolidating corporation into shares, obligations or other
securities of the surviving or new corporation, or into shares,
obligations or other securities of any other corporation which
immediately before or immediately after the merger or consolidation
is effected is the owner of all of the outstanding voting securities
of the corporation named as the surviving or new corporation,
or into cash or other property, or into any combination of the
foregoing.
(d)
A statement of any changes in the articles of incorporation of
the surviving corporation to be effected by such merger or a
statement of the articles of incorporation of the new corporation.
(e)
Such other provisions with respect to the proposed merger or
consolidation as are deemed necessary or desirable, including
provisions, if any, under which the proposed merger or consolidation
may be abandoned prior to the filing of articles of merger or
consolidation by the Secretary of State.
(Source: P.A.
84- 924.)
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(805
ILCS 5/11.10) (from Ch. 32, par. 11.10)
Sec.
11.10. Procedure for share exchange. A corporation may acquire
all of the issued or outstanding shares of one or more classes
of another corporation in the following manner:
The
board of directors of each corporation shall, by resolution adopted
by a majority vote of members of each such board, approve a plan
of exchange setting forth:
(a)
The name of the corporation whose shares will be acquired and
the name of the acquiring corporation.
(b)
The terms and conditions of the exchange.
(c)
The manner and basis of exchanging the shares to be acquired
for shares, obligations, or other securities of the acquiring
corporation or for cash or other property or for any combination
of the foregoing.
(d)
Other provisions considered necessary or desirable with respect
to the exchange, including provisions, if any, under which the
proposed exchange may be abandoned prior to the filing of articles
of exchange by the Secretary of State.
This
Section does not limit the power of a corporation to acquire
all or part of the shares of one or more classes of another corporation
through a voluntary exchange or otherwise by agreement with the
shareholders.
(Source: P.A.
85- 1269.)
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(805
ILCS 5/11.15) (from Ch. 32, par. 11.15)
Sec.
11.15. Call of shareholders' meeting. The board of directors
of each corporation, upon approving such plan of merger, consolidation
or exchange, shall, if shareholders are entitled to vote on such
plan, by resolution, direct that the plan be submitted to a vote
at a meeting of shareholders, which may be either an annual or
a special meeting. Written notice shall be given to each shareholder
of record within the time and in the manner provided by this
Act for the giving of notice of meetings of shareholders. Such
notice, whether the meeting be an annual or special meeting,
shall include a copy or a summary of the plan of merger, consolidation
or exchange, as the case may be, and shall also inform the shareholders
of their right to dissent in accordance with Section 11.70 and
either enclose a copy of Section 11.70 or otherwise provide adequate
notice of the procedure to dissent.
(Source: P.A.
83- 1025.)
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(805
ILCS 5/11.20) (from Ch. 32, par. 11.20)
Sec.
11.20. Approval by shareholders.
(a)
A vote of the shareholders entitled to vote on the proposed plan
of merger, consolidation or exchange shall be taken. The plan
of merger, consolidation or exchange shall be approved upon receiving
by each corporation the affirmative votes of at least two- thirds
of the votes of the shares entitled to vote on the plan unless
any class or series of shares of any of such corporations is
entitled to vote as a class on the plan in which event, as to
such corporation, the plan of merger, consolidation or exchange
shall be approved upon receiving the affirmative votes of at
least two- thirds of the votes of the shares of each such
class or series of shares entitled to vote as a class on the
plan and of the votes of the total shares entitled to vote on
the plan. Any class of shares of any such corporation shall be
entitled to vote as a class if the articles of incorporation
so provide or if the plan of merger, consolidation or exchange,
as the case may be, contains any provision which, if contained
in a proposed amendment to articles of incorporation, would entitle
such class of shares to vote as a class.
(b)
The articles of incorporation of any corporation may supersede
the two- thirds vote requirement of this Section as to that
corporation by specifying any smaller or larger vote requirement
not less than a majority of the votes of the shares entitled
to vote on the issue and not less than a majority of the votes
of the shares of each class or series of shares entitled to vote
as a class on the issue.
(c)
No vote by the shareholders of a corporation that is a surviving
party to a plan of merger or that is the acquiring corporation
in a plan of exchange shall be required, unless its articles
of incorporation provide to the contrary, if:
(1)
the plan of merger or exchange does not amend in
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any
respect the articles of incorporation of such corporation;
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(2)
each share of such corporation outstanding
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immediately
prior to the effective date of the merger or exchange
has the identical designations, preferences, qualifications,
limitations, restrictions and special or relative
rights immediately after the effective date thereof;
and
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(3)
either no common shares of the surviving or
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acquiring
corporation and no shares, securities or obligations
convertible into such shares are to be issued or
delivered under the plan of merger or exchange,
or the authorized unissued common shares of the
surviving or acquiring corporation to be issued
or delivered under the plan of merger or plan of
exchange, plus those initially issuable upon conversion
of any other shares, securities or obligations
to be issued or delivered under such plan, do not
exceed 20 per cent of the common shares of such
corporation outstanding immediately prior to the
effective date of the merger or exchange.
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(Source:
P.A. 89- 48, eff. 6- 23- 95.)
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(805
ILCS 5/11.25) (from Ch. 32, par. 11.25)
Sec.
11.25. Articles of merger, consolidation or exchange.
(a)
Upon such approval, articles of merger, consolidation or exchange
shall be executed by each corporation and filed in duplicate
in accordance with Section 1.10 of this Act and shall set forth:
(1)
The plan of merger, consolidation or exchange.
(2)
As to each corporation:
(i)
a statement that the plan was adopted at a
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meeting
of shareholders by the affirmative vote of the
holders of outstanding shares having not less than
the minimum number of votes necessary to adopt
such plan, as provided by the articles of incorporation
of the respective corporations; or
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(ii)
a statement that the plan was adopted by a
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consent
in writing signed by the holders of outstanding
shares having not less than the minimum number
of votes necessary to adopt such plan, as provided
by the articles of incorporation of the respective
corporations, and in accordance with Section 7.10
of this Act.
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(b)
When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
merger, consolidation, or share exchange.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/11.30) (from Ch. 32, par. 11.30)
Sec.
11.30. Merger of subsidiary corporation.
(a)
Any corporation, in this Section referred to as the "parent
corporation", owning at least 90% of the outstanding shares
of each class of shares of any other corporation or corporations,
in this Section referred to as the "subsidiary corporation",
may merge the subsidiary corporation or corporations into itself
or into one of the subsidiary corporations, if each merging subsidiary
corporation is solvent, without approval by a vote of the shareholders
of the parent corporation or the shareholders of any of the merging
subsidiary corporations, upon completion of the requirements
of this Section.
(b)
The board of directors of the parent corporation shall, by resolution,
approve a plan of merger setting forth:
(1)
The name of each merging subsidiary corporation
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and
the name of the parent corporation; and
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(2)
The manner and basis of converting the shares of
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each
merging subsidiary corporation not owned by the
parent corporation into shares, obligations or
other securities of the surviving corporation or
of the parent corporation or into cash or other
property or into any combination of the foregoing.
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(c)
A copy of such plan of merger shall be mailed to each shareholder,
other than the parent corporation, of a merging subsidiary
corporation who was a shareholder of record on the date
of the adoption of the plan of merger, together with a
notice informing such shareholders of their right to dissent
and enclosing a copy of Section 11.70 or otherwise providing
adequate notice of the procedure to dissent.
(d)
After 30 days following the mailing of a copy of the plan of merger
and notice to the shareholders of each merging subsidiary corporation,
or upon the written consent to the merger or written waiver of
the 30 day period by the holders of all the outstanding shares
of all shares of all such subsidiary corporations, the articles
of merger shall be executed by the parent corporation and filed
in duplicate in accordance with Section 1.10 of this Act and shall
set forth:
(1)
The plan of merger.
(2)
The number of outstanding shares of each class
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of
each merging subsidiary corporation and the number
of such shares of each class owned immediately
prior to the adoption of the plan of merger by
the parent corporation.
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(3)
The date of mailing a copy of the plan of merger
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and
notice of right to dissent to the shareholders
of each merging subsidiary corporation.
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(e)
When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
merger.
(f)
Subject to Section 11.35 and provided that all the conditions hereinabove
set forth have been met, any domestic corporation may be merged
into or may merge into itself any foreign corporation in the foregoing
manner.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/11.31)
Sec.
11.31. Merger of mid- tier bank holding company into subsidiary
bank.
(a)
A mid- tier bank holding company may merge into its subsidiary
in the following manner:
(1)
The mid- tier bank holding company shall comply
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with
the provisions of this Act with respect to the
merger of domestic corporations, and the surviving
subsidiary bank shall comply with the provisions
of Section 30.5 of the Illinois Banking Act.
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(2)
Section 11.50 of this Act shall, insofar as it
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is
applicable, apply to mergers between mid- tier
bank holding companies and their subsidiary banks.
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(b)
For the purpose of this Section 11.31, "mid- tier
bank holding company" means a corporation (1) that
owns 100% of the issued and outstanding shares of each
class of stock of a State bank, (2) that has no other subsidiaries,
and (3) of which 100% of the issued and outstanding shares
are owned by a parent bank holding company.
(Source: P.A.
90- 301, eff. 8- 1- 97.)
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(805
ILCS 5/11.32)
Sec.
11.32. Merger or conversion of trust company into a State bank.
(a)
A trust company may merge into a State bank in the following
manner:
(1)
The trust company shall comply with the
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provisions
of this Act with respect to the merger of domestic
corporations, and the surviving State bank shall
comply with the provisions of Section 30 of the
Illinois Banking Act.
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(2)
Section 11.50 of this Act shall, insofar as it
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is
applicable, apply to mergers between trust companies
and State banks.
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(b)
Whenever a trust company shall effect a conversion into
a State bank pursuant to Section 30 of the Illinois Banking
Act, it shall forthwith file with the Secretary of State
a copy of the certificate of conversion duly authenticated
by the Commissioner of Banks and Real Estate. The filing
fee shall be the same as for filing articles of merger.
(c)
For the purpose of this Section 11.32, a "trust company" means
a corporation organized under this Act for the purpose of accepting
and executing trusts.
(Source: P.A.
90- 301, eff. 8- 1- 97.)
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(805
ILCS 5/11.35) (from Ch. 32, par. 11.35)
Sec.
11.35. Merger, consolidation or share exchange of domestic and
foreign corporations. One or more foreign corporations and one
or more domestic corporations may be merged or consolidated or
their shares exchanged in the following manner, provided such
merger, consolidation or exchange is permitted by the laws of
the state under which each such foreign corporation is organized:
(a)
Each domestic corporation shall comply with the provisions of
this Act with respect to the merger, consolidation or exchange,
as the case may be, of domestic corporations and each foreign
corporation shall comply with the applicable provisions of the
laws of the state under which it is organized.
(b)
If the surviving or new corporation, as the case may be, is to
be governed by the laws of any state other than this State, it
shall comply with the provisions of this Act with respect to
foreign corporations if it is to do business in this State, and
in every case it shall file with the Secretary of State of this
State:
(1)
an agreement that it may be served with process in this State
in any proceeding for the enforcement of any obligation of any
domestic corporation which is a party to such merger or consolidation
and in any proceeding for the enforcement of the rights of a
dissenting shareholder of any such domestic corporation against
the surviving or new corporation,
(2)
an irrevocable appointment of the Secretary of State of this
State as its agent to accept service of process in any such proceeding,
and
(3)
an agreement that it will promptly pay to the dissenting shareholders
of any such domestic corporation the amount, if any, to which
they shall be entitled under the provisions of this Act with
respect to the rights of dissenting shareholders.
The
effect of such merger or consolidation shall be the same as in
the case of the merger or consolidation of domestic corporations.
(c)
If the acquiring corporation in a share exchange is governed
by the laws of any state other than this State, it shall comply
with the provisions of this Act with respect to foreign corporations
if it is to do business in this State and, in every case, it
shall file with the Secretary of State of this State:
(1)
an agreement that it may be served with process in this State
in any proceeding for the enforcement of the rights of a dissenting
shareholder of a domestic corporation whose shares are acquired
against the acquiring corporation.
(2)
an irrevocable appointment of the Secretary of State of this
State as its agent to accept service of process in any such proceeding,
and
(3)
an agreement that it will promptly pay to the dissenting shareholders
of such domestic corporation the amount, if any, to which they
shall be entitled under the provisions of this Act with respect
to the rights of dissenting shareholders.
(Source: P.A.
84- 1308.)
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(805
ILCS 5/11.37) (from Ch. 32, par. 11.37)
Sec.
11.37. Merger of domestic or foreign corporations and domestic
not for profit corporations.
(a)
One or more domestic corporations or one or more foreign corporations
may merge into a domestic not for profit corporation subject
to the provisions of the General Not For Profit Corporation Act
of 1986, as amended, provided that in the case of a foreign corporation
for profit, such merger is permitted by the laws of the State
or country under which such foreign corporation for profit is
organized.
(b)
Each domestic corporation shall comply with the provisions of
this Act with respect to the merger of domestic corporations,
each domestic not for profit corporation shall comply with the
provisions of the General Not For Profit Corporation Act of 1986,
as amended. With respect to merger of domestic not for profit
corporations, each foreign corporation for profit shall comply
with the laws of the state or country under which it is organized,
and each foreign corporation for profit having a certificate
of authority to transact business in this State under the provisions
of this Act shall comply with the provisions of this Act with
respect to merger of foreign corporations for profit.
(c)
The plan of merger shall set forth, in addition to all matters
required by Section 11.05 of this Act, the manner and basis of
converting shares of each merging domestic or foreign corporation
for profit into membership or other interests of the surviving
domestic not for profit corporation, or into cash, or into property,
or into any combination of the foregoing.
(d)
The effect of a merger under this Section shall be the same as
in the case of a merger of domestic corporations as set forth
in subsection (a) of Section 11.50 of this Act.
(e)
When such merger has been effected, the shares of the corporation
or corporations to be converted under the terms of the plan cease
to exist. The holders of those shares are entitled only to the
membership or other interests, cash, or other property or combination
thereof, into which those shares have been converted in accordance
with the plan, subject to any dissenters' rights under Section
11.70 of this Act.
(Source: P.A.
93- 59, eff. 7- 1- 03.)
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(805
ILCS 5/11.39)
Sec.
11.39. Merger of domestic corporation and limited liability company.
(a)
Any one or more domestic corporations may merge with or into
one or more limited liability companies of this State, any other
state or states of the United States, or the District of Columbia,
if the laws of the other state or states or the District of Columbia
permit the merger. The domestic corporation or corporations and
the limited liability company or companies may merge with or
into a corporation, which may be any one of these corporations,
or they may merge with or into a limited liability company, which
may be any one of these limited liability companies, which shall
be a domestic corporation or limited liability company of this
State, any other state of the United States, or the District
of Columbia, which permits the merger pursuant to a plan of merger
complying with and approved in accordance with this Section.
(b)
The plan of merger must set forth the following:
(1)
The names of the domestic corporation or
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corporations
and limited liability company or companies proposing
to merge and the name of the domestic corporation
or limited liability company into which they propose
to merge, which is designated as the surviving
entity.
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(2)
The terms and conditions of the proposed merger
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and
the mode of carrying the same into effect.
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(3)
The manner and basis of converting the shares of
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each
domestic corporation and the interests of each
limited liability company into shares, interests,
obligations, other securities of the surviving
entity or into cash or other property or any combination
of the foregoing.
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(4)
In the case of a merger in which a domestic
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corporation
is the surviving entity, a statement of any changes
in the articles of incorporation of the surviving
corporation to be effected by the merger.
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(5)
Any other provisions with respect to the
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proposed
merger that are deemed necessary or desirable,
including provisions, if any, under which the proposed
merger may be abandoned prior to the filing of
the articles of merger by the Secretary of State
of this State.
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(c)
The plan required by subsection (b) of this Section shall
be adopted and approved by the constituent corporation
or corporations in the same manner as is provided in Sections
11.05, 11.15, and 11.20 of this Act and, in the case of
a limited liability company, in accordance with the terms
of its operating agreement, if any, and in accordance with
the laws under which it was formed.
(d)
Upon this approval, articles of merger shall be executed by each
constituent corporation and limited liability company and filed
with the Secretary of State and shall be recorded with respect
to each constituent corporation as provided in Section 11.45 of
this Act. The merger shall become effective for all purposes of
the laws of this State when and as provided in Section 11.40 of
this Act with respect to the merger of corporations of this State.
(e)
If the surviving entity is to be governed by the laws of the District
of Columbia or any state other than this State, it shall file with
the Secretary of State of this State an agreement that it may be
served with process in this State in any proceeding for enforcement
of any obligation of any constituent corporation or limited liability
company of this State, as well as for enforcement of any obligation
of the surviving corporation or limited liability company arising
from the merger, including any suit or other proceeding to enforce
the shareholders right to dissent as provided in Section 11.70
of this Act, and shall irrevocably appoint the Secretary of State
of this State as its agent to accept service of process in any
such suit or other proceedings.
(f)
Section 11.50 of this Act shall, insofar as it is applicable, apply
to mergers between domestic corporations and limited liability
companies.
(g)
In any merger under this Section, the surviving entity shall not
engage in any business or exercise any power that a domestic corporation
or domestic limited liability company may not otherwise engage
in or exercise in this State. Furthermore, the surviving entity
shall be governed by the ownership and control restrictions in
Illinois law applicable to that type of entity.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/11.40) (from Ch. 32, par. 11.40)
Sec.
11.40. Effective date of merger, consolidation or exchange. The
merger, consolidation or exchange shall become effective upon
filing of the articles of merger, consolidation or exchange by
the Secretary of State or on a later specified date, not more
than 30 days subsequent to the filing of the articles of merger,
consolidation or exchange by the Secretary of State, as may be
provided for in the plan.
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